HomeMy WebLinkAbout001153 Original Contract City oPort Angelles,
Record'#001153
PROFESSIONAL SEI ,VIC'ES AGREEMENT FOR TCS PROMOTION
SE,RVIC'ES WITHIN THE CITY OF PORT ANGELES,
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I'�'N'I'is,etitei-ec[ ii!itotliis _.3--.(Iayc)!f'l-)eceiiiher. 2015, by' aiidbetweei�ithe
City of Poil Angeles. 'Xashijigton, as municipal corporation, hereinafter called -lity", and the
Ver tigoNlarketing, 11C , hereinafter called "Contractor."
W11[�'REAS. the City is a InUniCipal corporation of the State of Washington authorized to
contract 6or tourist promotion services-, and,
WIIE'REAS, it is in the public interest that Port Angeles hotel/motel tax funds be expended
for tourist proniotion services within the Cit Y,- and.
WI I1"RI"'AS, pursuant to RCNX, 67.28,1815, the City is authorized to expend special excise
tax funds for "paying all or any part of the COSI Of t0l,rrisin promotion, acquisition Of IOUrism-
related fiacilities, or Operation oftourism-related facilities.- "Fourism promotion"* is defined in
RCW 67.28.080(6) to include aCtjvrities, and expenditures designed to increase tourism, including
but not limited to advertising, publicizing, or otherwise distributing information for the purpose of
attracting and %v,elcorning tourists, developing strategies to expand tourisin, operating tOUrisin
pror notion agencies, and funding marketing of special events and festivals designed to attract
tourists; and,
W11FRI"AS, the Contractor desires to provide tourist proniotri()jj services, by operating a
pros notion agency,advertising,publicizing,and otherwise distributing information for the purpose
of' attracting and welcoining tOU,rists, to the City, and marketing special events and festivals
occurring within the City
NOW, 1-RE-REFORE, in consideration of the above representations arid the n1utual
covenants and agreements herein, the parties agree as follows:
1. PERFORMANCE BY ]TIE CONTRAC"I"OR,
A. Tourist Promotion Services,
(1) 'I'he Contractor shall irnplement as tourism promotion campaign for and to the City.
"Fhe campaign shall include elements to advertise, publicize,,and distribute information for
the purpose of attracting and welcorning tourists to the City. 17he campaign shall include
the specific elements described in the"Camp,aign Br,ea,kdown," as copy of which is marked
Exhibit A, B & C and attached hereto,and may include such additional elements as are
approved by the City,manager.Allocated advertising and niedia buy dollars can be,
redirected to other marketing channels upon mutual agreement between Vertigo
Marketing and the City.
i2h The Contractor shall reconirriend to the C Itsgoals for 2016 Measurable
outcomes. lµlaese OUtconae-s shah be a`ovualeai in the marketing plan submitted to
the City in .Daanrraary 2016.
Ilud get
Refirr to Exhibit f & C in the Fourisna Advertising and Marketing Services
Proposal
C" Schedule
Refer tca "Completion Dates"' in the.. 11 ourisna Advertising and Marketing Services
Proposal.
D Travel
Vertigo Marketing agrees,not to charge the City for travel expenses to and from
Port Angeles,, Washington for up to 12 meetings. If more than 12 meetings are
required, thee:. City agrees to reimburse Vertigo Marketing representatives
aaccordirig to the per diem guidelines set f'ortht by Washington State for lodging
and dining, %,filea e will be, reinabrirsed according to the federal guidelines.
li, Record Kee in,g qnd eptjtirj ,.
'rhe Contractor shall maintain records and report to the City as tallow's:
(1) The Contractor shall maintain acccatrnts and records that aea:; raatelyr reflect
the reverr.azes and expenses for Al services performed tinder this Agreement.
{",011traac,tor shall follow Gencrally° Accepted Accounting Principles fl.ar non-profit
agencies in maintenance of its records.
(2) The, Contractor Shall provide the City with written reports quarterly, fully
describing what work has been performed pursuzint to this Contract and its revenues
and expenses tier the charar'ter.
( )The Contractor shall provide quaarterly 'wv°rittera reports to the City that include at
least the following:
A, Facts demonstrating ow the Contractor's tourism prorriotion efforts
are increasing the numbers of'people traveling to Port Angeles:
f i l Away from their place of residence or business and staying
overnight in paid accommodations;
)ii) Travelling fifty miles or more, one way from their flaacc of
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residence or business fbr the day or staying overnight; or
(iii) From another COLIntry or state,
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B. Measure and report occupancy rates (percentage) front City of Port
Angeles hotels and lodging establislunents.
C, Compare the occupancy rates(percentage)frorn City hotels and lodging
establishments to the occupancy rates in other cities or destinations oil
the Olympic Peninsula.
D. [dentify the types of advertising and promotion that produces tile
greatest increase in occupancy rates (percentage) in City hotels and
lodging establishments,
E The airrount of money spent at Port Angeles area businesses to perforni
the activities required pursuant to this Agreement,
F`. Measure and report analytics based on web related marketing efforts.
'These shall include statistics on visitation of' marketing website,
including;mininurilln details such as number of visits, visitor location,top
cities, and top days, Measure and report on regional area percentage of
visitation.
Cr, lVleasure and report on social media analytics based oil marketing
efforts,
(4) The Contractor shall submit to the (.'try information needed to comply with
the reporting requirements of RCW,67.28,1816. The infon-nation shall be
submitted to the City by, December 31, 2015.
(5) Audits, Contractor will cooperate with the City by facilitating audits by the
City r of Contractor finances at times as designated by the City. Contractor will
provide all financial information requested by the City and comply with
requirements of the Washington State Auditor for reporting, disbursements. and
legal compliance.
(6) The Contractor's representative, when requested, shall appear before the
City Council to report on tile Contractor's activities and planned future activities
J)Ursuant to, this agreement and to answer questions.
(7) To the extent ficasible, Contractor shall cooperate on joint efforts with other
local entities such as PAIIN, PABA, EDC, Visitor's Bureau,Tourism Conunission,
etc.
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(8) The Contractor shall use its best ef6orts to economize on overhead expenses
to the maximum.extent feasible in providing the services to beP erfortned pursuant
to this Contract.
(9) By March 31, 2016, the ontractor shall identify additional performance
measures that can lie used to detertnine the efficacy and benefits its ttwrisrn
promotion activities. I'lie Contractor shall report on these additional perfornlaricc
measures in the fourth quarter of 2016.
1 QLJ..RAT10N OF CQNTR�ACT.
The performance of the ''ontractor shal I commence on tile,2nd day of December,2015.
and shall terminate on December 31, 2016, The City is granted the option to extend
the duration of this Agreement to December 31, 2017. To exercise that option,the City
insist give written notice to the Contractor not later than November 1, 2016.
3. COMPENSA,r][ON AND METHOD OF PAYINJENT BY CITY
Q(2Mpensqtir�!R-tL0L'LQurist Promotion ,�.\ctivities,
From December 2, 2015 thrOUgh December 31. 2016, the City shall reimburse
Contractor for expenses the Contractor iTlCUrS to promote tourism within the City,
but in any event not to exceed one hundred ninety-nine thousand eight hundred
sixty three ($t99, 63.1 Dollars.
As to expenses iTICUrred by the Contractor that are eligible for reimbursement under-
this Agreement, Contractor shall Submit monthly invoices to the City, and City will
pay (-,ontractor monthly within 20 days after receipt and approval by the City
Manager or designee tat'said invoices. However, the City will not reimburse the
Contractor for late ices incurred by it. If any advertising fees require payment in
advance (Facebook, Google Adwords, etc,), the Contractor may invoice tile ty
for those charges at any tirne after those charges have been advanced. Copies of
receipts will be provided to the, City.
4. BREACH.
AIn the event of either party's materizil breach of the terms or conditions of this
Agreement, the non-breaching party reserves the right to withhold payments or
services until corrective action has been taken or completed, However, the party
shall not exercise this right until it has given written notice of such material breach
to the breaching party and ten days have passed since the receipt of Such notice.
This opflon is in addition to and not in lien of the parties' right to terminatc this
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Agreement or any other right that State law offers fbr breach of contract.
B. Ifeither part)(shall materially breach any ofthe covenants undertaken herein or any
ofthe duties imposed upon it by this Agreement, stich material breach shall entitle
the other party to terminate this Agreement, I
provided that the party desiring 'to
terminate for such cause shall give the offending party at least twenty days® written
notice, specifying the particulars wherein it is claimed that there has been a
violation liercof" and if at the end of'such time, the party notified has not removed
the cause of complaint,,or remedied the purported violation, then the termination of
this Agreement shall be deemed complete.
5TERMINATION OF AGREENIEN'r
A. Either party may terminate this Agreement in accordance with the termination
provisions set out in Section 4, Breach of this Agreement.
B. In the event as court issues an injunction or, order that in any way (1) limits,
conditions, or restricts the ability of the City to enter into a contract Vvith the
Contractor, or (2) finds that this Agreement is void or was entered into improperly,
or (3) limits. conditions, or restricts the ability ofthe Contractor to continue to
perf6rm this Agreement, or (4) declares that this Agreement should have been
awarded by a different procedure or to a different proposer, then in any such event
the City, in its sole discretion, may terminate this Agreement. Tcrmination of this
Agreement by the City pursuant to this paragraph shall not constitute a breach of
Agreement by the City,and such termination shall not,entitle the Contractor to any
coni,pensation whatsoever except the final payment described in the succeeding
paragraph.
C. In the event this Agreement is terminated prior December 31, 2016.as final payment
shall be made to the Contractor, which, when added to any payments PrCViOLISIy
I
made, shall reimburse the Contractor for costs actually incurred as ofthe date of'
termination. Final paNMient shall not include compensation for loss ofanticipated
income. Except for the final payment, no additional payment shall be due or owing
to the Contractor on any grounds whatsoever, As a substantial element of the
consideration for the City entering into this Agreement, the Contractor hereby
waives and relinquishes any right, claim or cause of action for additional
payment. As of the date of termination, all rights and obligations of the Contractor
to the Clity, ajid, ofthe City to the Contractor, shall cease and dete '
mi
i' ne.
6N()N-.DjS. CRIMfNA f IQN
A, The Contractor shall conduct its business in as manner which assures fair, equal and
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non-discriminatory treatment of all persons, without respect to race, creed or
national origin, and, in particular:
l.I The Contract()r shall maintain open hiring and employment practices and
will welcome applications for ernployment in all positions, from qualified
individuals who are member, of minorities protected by federal equal
OPP01-tUnity/affirmative action requirements, and,
(2). The Contractor shall comply with all reqLdrernent,S of applicable federal,
state or local laws or regulations issued pursuant thereto, relating to the
establishment of" rion-discrinihialory requirements in hiring arid
employment practices arid assuring the service of all persons without
discrimination as to any person's race, color, religion, sex, Vietnam era
veteran's status,disabled veteran condition,physical or mental handicap,or
national origin.
7. DISKA1 RESOLUTION.
]-be parties agree that any dispute related to this Agreement shall First be subinitted to the
City Manager and the Contractor's Representative, arid they shall attempt to resolve that
dispute. If the City Manager and Contractor's Pepresentative are not able to resolve that
dispute, the dispute shall next be submitted to the City Council and to the ContractoCs
Representative. Those entities shall attempt to resolve the dispute, If they are not able to
resolve the dispute, the dispute shall be submitted to mediation. The parties shall agree(-.)n
one mediator, If mediation is unable to resolve the diSPL,Ite, then either party may take such
legal action as they deem appropriate. The venue ofany lawsuit retated to this Agreement
sshall he in Clatlam County, Washington.
8, IND11"PENIN"N'T CON F-NCI'(,)R ST,,,\TL'S.
The relation created by this Contract is that of independent contracting entities. The
Contractor is not tin employee of the City arid is not entitled to the benefits provided by the
City to its employees. The Contractor. as art iri.dependent Contractor, has the authority to
control and direct the perfi.)rniance of the details, of the services to be provided. The
Contractor shall aSSUTTIC full responsibility for payn-tent of all Federal,State,and local taxes
or contributions imposed or required, including, but not limited to, unemployment
insurance, Social Security, and income tax,
9, HOLD HARMLESS AND INSURANCE,
Indernnification/floll Harmless
Contractor shall detend, indemnify and hold the City, its officers, officials, ernployees and
volunteers harmless frorn any and all clairns, injuries, damages, losses or suits including
attonrey 1,,ees. aTiSnIg Oct cif or resulting froni the acts,errors or earnssions ofthe Contractor
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in performance of this Agreement, except for injuries and damages caused, by the sole
negligence of the City.
Insurance
The Contractor shall PrOCUre and maintain for the duration of the Agreement, insurance
against claims for iqjnries to persons or damage to property which may arise frorn or in
connection with the performance of the work hereunder by the Contractor, its agents,
represent,atives, or eniployees,
No Limitation. Contractor's maintenance of insurance as required by the agreement shall
not be construed to limit the, liability of the Contractor to the coverage provided by such
insurance, or otherwise limit the City's recourse toany remedy available at lavv or in equity,
A. Minimuni Scope of Insurance
Contractor shall obtain insurance of the types described belokv:
I Nutornobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA
(9)01 or a substitute form providing equivalent liability, coverage. If necessary, the policy
shall he endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be, %yritteri on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, and personal ury inJ . and advertising injury. Fhe City shall be named as an
insured under the Contractor's Commercial General Liability insurance policy wvith respect
to the work performed for the City,
1, y the Industrial Insurances
Workers' Compensation coverage as requii-ed b
lavvs of the State ofWashington.
B. Nlinirrnlui Arnotints of Insurance
Contractor shall maintain the following inSUrance limits-,
I. Automobile Liability insurance with a raininlUrn combined single linin f'or
hodily injury and property damage of$1,000,000 per accident.
2, Commercial General Liability insurance shall lie written with limits no les'S,
than S 1,000,000 each occurrence, $2.000,000 general aggregate,
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C, Other InSL[MnCe PrOViSiQ11S
The insLirance Policies are to contain, oi- be endorsed to contain, the folloNving Provisions:
I. The Contractor's insurance coverage shall be primary insurance as respect
to the City, Any insurance, self-insurance. or insurance pool coverage maintained by the
City shall be excess of the Contractot's insurance and shall not contribute with,it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not
be cancelled by, either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
Insunhice is Co' be placed with insurers with as current AAM. Best rating of not less than
ANIL
E. Verification of Coyeraae
Contractor shall furnish the City with original certiflicales and a copy, of the aunnendatory
endorsements, including but not necessarily limited to the additional insured endorsement.
evidencing the insurance requirerrients of the Contractor before coniniencernern of the
work.
10, OWNERSHIP OF ITEMS 111RODU,CTD
All rights, 'including intellectLial property rights, writings, programs, data., records.
documents, exhibits, Photographic negatives, prescn-tations, or other materials ofzmy kind
or nature prepared by, the Contractor in connection with the perfomiance of this Agreement
shall be the sole and absolute Property of the City and constitute �vork made for]tire' as
that phrase is used in federal and/or state intellectual property la�vs.
t 1poti termination or the expiry of this Agreement. the Contractor agrees to innnediately
deliver to City, all rights, InClUding intellectual property rights, writings, prograrris. data,
records, documents, exhibits, photographic negatives, presentations, web sites and web
dor main names. and other materials of ariv kind or nature prepared for or by the Contractor
in connection with the performance of thi's Agreernent, All such material sl.-tall be delivered
to the City and received by the CITY prior to transmittal of final payment to the Contract or.
It. FNTIRE CONTRACT.
"I'he parties agree that this Contract is the cornplete expression cat"the terms hereto and any
oral representaticin Or LifIdel-Standing not incorporated herein is excluded. Further, any
modification of this Contract shall be in writing and signed by, both parties.
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IN Wl'fNFSS 'W1JEREOF, the Pat-ties hereto caLISCd this Contract to be exe�crated the day and year
first herein above written,
VERTIGO MARKETING, LLC
CITY 'OF VORTANGELES
By-
By�
....:w_ ................
Clity Manager *-Nlanager
AT'TEST: Mu(,"io MARM,"'J"ING
(13 �i re T Ve ii e-C,1'a City Clerk By
'APPROVED A 0 Co-Manager
Will iam E-Blom,, City . tt"o"me),
H a AGRFEMEN1 S&(,OM V ACTS\2M5 lourism;pwrno6on agri.eynew E'or 20Ri.docix J n L20!2009)